FibroBiologics raises $500K in stock-warrant sale

FibroBiologics, Inc. completed a $500,001 Rule 506(b) private offering of common stock and warrants for general corporate and working capital uses.

Rhea-AI Filing Summary

FibroBiologics, Inc. (FBLG), a Delaware biotechnology company, filed a Form D for a new exempt private offering under Rule 506(b) of Regulation D. The company reports that it has sold $500,001 of securities in this offering, with no remaining amount available to be sold.

The securities consist of 298,508 shares of common stock and accompanying warrants exercisable at $1.55 per share for up to an additional 298,508 shares of common stock. The issuer states it intends to use the net proceeds for working capital and general corporate purposes, and reports no finders’ fees paid.

Key Figures

Total amount sold: $500,001 Total remaining to be sold: $0 Common shares sold: 298,508 shares +4 more

7 metrics

Total amount sold $500,001 Gross proceeds in the exempt offering reported on Form D

Total remaining to be sold $0 Remaining securities available in the offering

Common shares sold 298,508 shares Shares of common stock included in the offering

Warrant underlying shares 298,508 shares Maximum common shares issuable upon exercise of warrants

Warrant exercise price $1.55 per share Exercise price for warrants to purchase common stock

Date of first sale September 15, 2026 Reported first sale date for the Rule 506(b) offering

Finders’ fees $0 Finders’ fees expenses reported for the offering

Key Terms

Form D, Rule 506(b), Regulation D, Investment Company Act of 1940, +2 more

6 terms

Form D regulatory

"FORM D Notice of Exempt Offering of Securities"

Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.

Rule 506(b) regulatory

"Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Investment Company Act of 1940 regulatory

"Is the issuer registered as an investment company under the Investment Company Act of 1940?"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

National Securities Markets Improvement Act of 1996 regulatory

"Section 102(a) of the National Securities Markets Improvement Act of 1996"

A federal law that harmonizes and simplifies securities regulation by reducing conflicting state rules and giving the U.S. Securities and Exchange Commission primary authority over many aspects of securities offerings and investment adviser registration. Think of it as replacing a patchwork of local traffic laws with one consistent highway code — it lowers compliance costs and makes transactions more predictable, while investors should watch how it balances streamlined markets against the level of state-level protections.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of securities did FibroBiologics, Inc. (FBLG) offer in this Form D filing?

FibroBiologics offered equity securities, including 298,508 shares of common stock and warrants exercisable for up to 298,508 additional shares of common stock at an exercise price of $1.55 per share.

How much capital did FibroBiologics, Inc. (FBLG) raise in this exempt offering?

FibroBiologics reports a total amount sold of $500,001 in this exempt offering, with $0 remaining to be sold, indicating the full offering amount described in the notice has been placed.

Under which exemption is FibroBiologics, Inc. (FBLG) conducting this securities offering?

The offering is conducted under Rule 506(b) of Regulation D of the Securities Act, as indicated by the company’s selection of Rule 506(b) in the federal exemptions and exclusions section.

What is the intended use of proceeds from FibroBiologics, Inc.’s (FBLG) Form D offering?

FibroBiologics states that it intends to use the net proceeds from this offering for working capital and general corporate purposes, without specifying any other particular project or payment category.

Did FibroBiologics, Inc. (FBLG) report any finders’ fees for this Form D offering?

No. The Form D discloses finders’ fees of $0 for this offering, indicating that the company did not report paying any finders’ fees in connection with these securities sales.

When did sales begin in FibroBiologics, Inc.’s (FBLG) exempt offering?

The company lists the date of first sale as September 15, 2026 for this new notice filing, marking when investors first purchased securities in this exempt offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/16/2026 - 06:01 AM Accepted by SEC EDGAR 09/15/2026 - 06:18 PM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001958777

FibroBiologics Inc.

FibroBiologics LLC

Fibrobiologics, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

FibroBiologics, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2021
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
FibroBiologics, Inc.
Street Address 1		Street Address 2
9350 KIRBY DRIVE		SUITE 300
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
HOUSTON	TEXAS	77054	281-671-5150

3. Related Persons

Last Name	First Name	Middle Name
O'Heeron	Pete
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer

Last Name	First Name	Middle Name
Cilento	Richard	C.
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hoffman	Robert
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Niklas	Victoria
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rubins	Kathleen	H.
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Steinberg	Leigh
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Davis	Jason	D.
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Garcia	Ruben	A.
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

General Counsel

Last Name	First Name	Middle Name
Khoja	Hamid
Street Address 1	Street Address 2
9350 Kirby Drive	Suite 300
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77054

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Scientific Officer

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	X Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-09-15				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$500,001	USD	or Indefinite
Total Amount Sold	$500,001	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Includes 298,508 shares of common stock and warrants to purchase common stock (exercise price of $1.55 per share), exercisable for up to 298,508 shares of common stock.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

The issuer intends to use the net proceeds from this offering for working capital and general corporate purposes.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
FibroBiologics, Inc.	/s/ Ruben A. Garcia	Ruben A. Garcia	General Counsel	2026-09-15

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.